Alpha Growth PLC Acquisition of Minority Holding and Share Issuance (3341Z)

TIDMALGW

RNS Number : 3341Z

Alpha Growth PLC

15 May 2023

Alpha Growth plc

(" Alpha " or the "Company")

Acquisition of Minority Shareholding and Share Issuance

Alpha Growth Plc (LSE: ALGW and OTCQB: ALPGF), a leading financial services specialist in the growing longevity asset class and insurance linked asset management, announces that it has entered into an agreement to purchase the outstanding 5% minority shareholding (the " Minority Stake" ) it did not own in Northstar Group (Bermuda) Limited (" Northstar" ), the Company's Bermuda based insurance holding company, for a total consideration of GBP330,102.

As announced on 11 February 2021, Alpha's wholly-owned subsidiary Alpha Group (Bermuda) Ltd acquired 95% of Northstar, with the Minority Stake being retained by Northstar's original founder, Daniel Gray who subsequently joined and continues to be a board member of Providence Life Assurance Company (Bermuda) Ltd and Alpha International Life Assurance Company (Guernsey) Ltd. The Company has now acquired the Minority Stake and Northstar is therefore a wholly owned group company.

The consideration due for the acquisition of the Minority Stake has been settled by Alpha issuing 12,696,231 ordinary shares of 0.1p each (" Ordinary Shares ") at a deemed issued price of 2.6p per Ordinary Share.

In addition, the Company has issued 3,265,306 Ordinary Shares to Jason Sutherland (Executive Director) in lieu of GBP80,000 in director's fees owed to him, of which GBP72,000 relates to the period to 31 December 2022 and which have been reported in the recently published financial statements to that date. The deemed issue price was 2.45p per Ordinary Share, which was the closing price of the Ordinary Shares on 31 December 2022.

Application has been made for a total of 15,961,537 Ordinary Shares to be admitted to the standard listing segment of the Official List of the Financial Conduct Authority and to be admitted to trading on the main market for listed securities of the London Stock Exchange plc (together, " Admission" ). Admission is expected to become effective at 8.00 a.m. on 16 May 2023.

Gobind Sahney, Executive Chairman, commented: "I am very pleased that we were able to complete the 100% ownership of Northstar and that we get the continued alignment of interest with Dan, who continues to be a valued advisor to the group in the growth of its life insurance business, now as a direct shareholder in Alpha."

Total Voting Rights

On Admission, the Company's issued share capital will consist of 467,775,068 Ordinary Shares. There are no Ordinary Shares held in treasury. Accordingly, the total number of vo ti ng rights in Alpha Growth plc at Admission will be 467,775,068.

The above figure 467,775,068 may be used by shareholders as the denominator for the calcula ti ons by which they will determine if they are required to notify their interest in, or a change to their interest in, Alpha Growth plc under the FCA's Disclosure Guidance and Transparency Rules.

**S **

For more information, please visit www.algwplc.com or contact the following:

 
                                              [phone] 
 Alpha Growth plc                              8600 
 Gobind Sahney, Executive Chairman            [e-mail] 
                                              [phone] 
   Allenby Capital Limited                     5656 
 Amrit Nahal (Sales and Corporate Broking) 
 Nick Athanas / Piers Shimwell (Corporate 
  Finance) 
 
   UK Investor Relations - Mark Treharne      [e-mail] 
 

About Alpha Growth plc

Specialist in Longevity Assets

Alpha Growth plc is a financial advisory business providing specialist consultancy, advisory, and supplementary services to institutional and qualified investors globally in the multi-billion dollar market of longevity assets. Building on its well-established network, the Alpha Growth group has a unique position in the longevity asset services and investment business, as a listed entity with global reach. The group's strategy is to expand its advisory and business services via acquisitions and joint ventures in the UK and the US to attain commercial scale and provide holistic solutions to alternative institutional investors who are in need of specialised skills and unique access to deploy their financial resource in longevity assets.

Longevity Assets and Non-correlation

As a longevity asset, it is non-correlated to the real estate, equity capital and commodity markets. Its value is a function of time because as time passes the value gets closer to the face value of the policy. Hence creating a steady increase in the net asset value of the investment. This makes it highly attractive to investors wishing to counteract volatility within an investment portfolio and add yield.

Note: The Company only advises on and manages Longevity Assets that originate in the USA where the structured and life settlement market is highly regulated.

Forward Looking Statements Disclaimer

Certain statements, beliefs and opinions in this document are forward-looking, which reflect the Company's or, as appropriate, the Company's directors' current expectations and projections about future events. By their nature, forward-looking statements involve a number of risks, uncertainties and assumptions that could cause actual results or events to differ materially from those expressed or implied by the forward-looking statements. These risks, uncertainties and assumptions could adversely affect the outcome and financial effects of the plans and events described herein. Forward-looking statements contained in this document regarding past trends or activities should not be taken as a representation that such trends or activities will continue in the future. The Company does not undertake any obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. You should not place undue reliance on forward- looking statements, which speak only as of the date of this document. Readers should not treat the contents of this document as advice relating to legal, taxation or investment matters, and are to make their own assessments concerning these and other consequences, including the merits of information and the risks. Readers of this announcement are advised to conduct their own due diligence and agree to be bound by the limitations of this disclaimer.

Important Notice

The content of this announcement has not been approved by an authorised person within the meaning of the Financial Services and Markets Act 2000 (FSMA). This announcement has been issued by and is the sole responsibility of the Company. The information in this announcement is subject to change.

Details of the transactions can be found in the Notification of Dealing Form below.

 
 1     Details of the person discharging managerial responsibilities 
        / person closely associated 
 a)    Name                                    Jason Sutherland 
      --------------------------------------  ------------------------------------------ 
 2     Reason for the notification 
      ---------------------------------------------------------------------------------- 
 a)    Position/status                         PDMR 
      --------------------------------------  ------------------------------------------ 
 b)    Initial notification                    Initial notification 
        /Amendment 
      --------------------------------------  ------------------------------------------ 
 3     Details of the issuer, emission allowance market participant, 
        auction platform, auctioneer or auction monitor 
      ---------------------------------------------------------------------------------- 
 a)    Name                                    Alpha Growth plc 
      --------------------------------------  ------------------------------------------ 
 b)    LEI 
                                                 213800T46KFT32KYKR91 
      --------------------------------------  ------------------------------------------ 
 4     Details of the transaction(s): section to be repeated 
        for (i) each type of instrument; (ii) each type of transaction; 
        (iii) each date; and (iv) each place where transactions 
        have been conducted 
      ---------------------------------------------------------------------------------- 
 a)    Description of the                      Ordinary Shares of 0.1pence each 
        financial instrument, 
        type of instrument 
 
       Identification code                     GB00BYWKBC49 
 
 b)    Nature of the transaction               Issue of Ordinary Shares in lieu of 
                                                director's fees 
      --------------------------------------  ------------------------------------------ 
 c)    Price(s) and volume(s) 
                                               -------------------  ------------------ 
                                                Price(s)             Volume(s) 
                                               -------------------  ------------------ 
    GBP0.0245                                                        3,265,306 
   ---------------------------------------------------------------  ------------------ 
 
 d)    Aggregated information                  N/A - Single transaction 
 
  - Aggregated volume 
 
  - Price 
 
 e)    Date of the transaction                 16 May 2023 
      --------------------------------------  ------------------------------------------ 
 f)    Place of the transaction                London Stock Exchange 
      --------------------------------------  ------------------------------------------ 
 

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May 15, 2023 02:00 ET (06:00 GMT)